William M. Goodwin has served as Executive Vice President of the Company and President of the Company’s subsidiary, Dumex Medical Canada Inc., since August, 2002. He is the founder and former President of Dumex Medical Inc. In 1998, Mr. Goodwin, as a member of the Team Canada Mission, accompanied the Canadian Prime Minister and Provincial Premiers on trade missions to Mexico and South America. He served two years on the Executive Committee, a worldwide association of corporate Presidents organized to develop and promote business excellence. Mr. Goodwin has over 25 years experience in the medical products industry. He received a certificate in marketing from Ryerson University, Toronto, Ontario.

        Robert C. Cole has served as the Company’s Vice President – Sales and Marketing since January, 2003. Prior to joining the Company, Mr. Cole held a variety of executive sales positions with B. Braun Medical and predecessor firms beginning in 1974, most recently as Vice President, Sales, Eastern Zone. Mr. Cole earned his Bachelor of Science degree in Biology, cum laude, from St. Vincent’s College, Latrobe, Pennsylvania, in 1974.

        Srini Conjeevaram has served as director of the Company since May, 1998. Mr. Conjeevaram has been the General Partner and Chief Financial Officer of Galen Associates, a healthcare venture capital firm, since January, 1991. Prior to his affiliation with Galen Associates, he was an Associate in Corporate Finance at Smith Barney from July, 1989 to December, 1990 and a Senior Project Engineer for General Motors Corporation from April, 1982 to July, 1987. Mr. Conjeevaram serves as a director of Halsey Drug Company, Inc., a publicly traded company. He earned a Bachelor of Science degree in Mechanical Engineering from Madras University, Madras, India, a Master of Science degree in Mechanical Engineering from Stanford University, Stanford, California and a Master of Business Administration in Finance from Indiana University, Bloomington, Indiana.

        Stephen T. Wills, CPA, MST has served as a director of the Company since May, 2000. He also served as Chief Financial Officer of the Company from July, 1997 and Vice President from November, 1997 until his resignation from these positions in July, 2000. Mr. Wills currently serves as Vice President and Chief Financial Officer of Palatin Technologies, Inc., a publicly traded biopharmaceutical company. Mr. Wills is a member of the American Institute of Certified Public Accountants, New Jersey Society of Certified Public Accountants and Pennsylvania Institute of Certified Public Accountants. He earned a Bachelor of Science degree in Accounting from West Chester University, West Chester, Pennsylvania in 1979 and a Master of Science in Taxation from Temple University, Philadelphia, Pennsylvania in 1994.

        James T. O’Brien has served as a director of the Company since May, 2001. He currently serves as the President and Chief Executive Officer of O’Brien Marketing & Communications, a full-service advertising agency which he formed in 1991. Previously, Mr. O’Brien served from 1989 to 1991 as President and Chief Operating Officer for Elan Corporation (NYSE: ELN), a multi-national medical products and pharmaceutical company. In 1986, Mr. O’Brien founded O’Brien Pharmaceuticals and served as its President and Chief Executive Officer until the acquisition of this company by Elan Corporation. During the period 1980 to 1986, Mr. O’Brien held several division presidencies with the Revlon Health Care Group. Prior to his association with Revlon, he served for seventeen years with Sandoz Pharmaceuticals, Inc., most recently as Vice President of U.S. Marketing and Sales. Mr. O’Brien serves on the boards of directors of Ashni Naturaceuticals, CyDex, Inc., Crititech, Inc., Pharmquest, Inc., Benedictine College and The Sports Connection. He earned a Bachelor of Science in Business Administration from Benedictine College, Atchison, Kansas, in 1960 and attended the Harvard University Advanced Management Program in 1974.

        C. Richard Stafford, Esq. has served as a director of the Company since May, 2002. Mr. Stafford is a consultant to the pharmaceutical industry. Previously, he was Vice President for Corporate Development and a member of the operating committee of Carter-Wallace, Inc., a multinational manufacturer of pharmaceutical, toiletry and diagnostic products. Prior to joining Carter-Wallace, Inc. in 1977, Mr. Stafford was President of Caithness Corporation, a natural resources development firm, and an adjunct professor of law at New York Law School. Mr. Stafford earned his Bachelor of Arts, cum laude, from Harvard College, his Bachelor of Laws from Harvard Law School and his Master of Laws from New York University Law School.

        Richard J. Keim has served as a director of the Company since May, 2002. He is the founder and Managing Director of Kensington Management Group, LLC, a portfolio manager with assets in excess of $60 million. Prior to organizing Kensington in 1986, Mr. Keim founded and served as Executive Vice President of the Buckingham Research Group Incorporated, a registered broker-dealer, from 1982 through 1993 and Executive Vice President and Chief Investment Officer of Buckingham Capital Management from 1985 until 1993. Mr. Keim received his Bachelor of Arts in Business Administration from the University of Wisconsin and his Master of Business Administration from the University of Chicago. He is a Senior Security Analyst, a Chartered Financial Analyst, and a member of the New York Society of Security Analysts and the Financial Analyst Federation.

45

                                            Annual Compensation
                                           ---------------------     # of Options     All Other
Name and Principal Position     Year       Salary          Bonus        Granted     Compensation
---------------------------     ----       ------          -----        -------     ------------

Edward J. Quilty                2002      $247,167        $30,000        30,000          --
Chairman, President and         2001      $187,583           --         225,000          --
Chief Executive Officer         2000      $168,750           --            --            --

John E. Yetter, CPA             2002      $174,458        $20,000        20,000          --
Vice President and              2001      $152,020           --         100,000          --
Chief Financial Officer         2000       $62,077 (1)    $15,000 (2)    60,000          --

William M. Goodwin              2002       $56,644 (3)       --         500,000          --
Executive Vice President

Martha A. Crimmins              2002       $92,645         $9,282          --            --
Vice President - Operations     2001       $90,000         $8,100        50,000          --
                                2000       $83,333           --            --            --

John T. Borthwick               2002      $121,189        $24,545          --            --
Vice President for Sales        2001      $114,762        $14,589        75,000          --
                                2000      $165,375           --          37,800      $9,962 (4)

                                                 Percent of Total
                                                Options Granted to     Exercise
                               # of Options        Employees and        Price
              Name                Granted        Directors in 2002    ($/Share)     Expiration Date
              ----                -------        -----------------    ---------     ---------------

C. Richard Stafford, Esq.         90,000 (1)           6.41%             $0.51      May 21, 2012
Srini Conjeevaram                 80,000 (2)           5.69%             $0.51      May 21, 2012
William M. Goodwin               500,000 (3)          35.59%             $0.50      August 26, 2009
Richard J. Keim                   90,000 (1)           6.41%             $0.51      May 21, 2012
James T. O'Brien                  80,000 (2)           5.69%             $0.51      May 21, 2012
Edward J. Quilty                  30,000 (4)           2.14%             $0.61      February 26, 2012
Stephen T. Wills, CPA, MST        80,000 (2)           5.69%             $0.51      May 21, 2012
Stephen T. Wills, CPA, MST        25,000 (5)           1.78%             $0.50      November 8, 2012
John E. Yetter, CPA               20,000 (4)           1.42%             $0.61      February 26, 2012

                                Number of Shares                $ Value of Unexercised
                             Underlying Unexercised              In-The-Money Options
                          Options at December 31, 2002         At December 31, 2002 (1)
                          ----------------------------       -----------------------------
   Name                   Exercisable    Unexercisable       Exercisable     Unexercisable
   ----                   -----------    -------------       -----------     -------------

   Edward J. Quilty          238,055        153,000            $43,380          $65,070
   John E. Yetter, CPA       108,000         72,000            $25,920          $29,880
   William M. Goodwin        100,000        400,000            $35,000         $140,000
   Martha A. Crimmins         20,000         30,000             $9,000          $13,500
   John T. Borthwick          97,800         45,000            $13,500          $20,250

                                                                                   Number of Securities
                                                                                  Remaining Available for
                              Number of Securities to       Weighted-Average       Future Issuance Under
                              be Issued Upon Exercise       Exercise Price of    Equity Compensation Plans
                              of Outstanding Options,     Outstanding Options,     (Excluding Securities
Plan Category                   Warrants and Rights        Warrants and Rights     Reflected in Column 1)
-------------                   -------------------        -------------------     ----------------------

Equity Compensation Plans
Approved by Shareholders
                                      29,000 (1)                  $4.31                  271,000
Equity Compensation Plans
Not Approved by
Shareholders                       2,758,915 (2)                  $1.08                        0
                                   ---------                      -----                  -------
Total                              2,787,915                      $1.11                  271,000
                                   ---------                      -----                  -------
_______________

                                                                                    Percent
                                                           Number of Shares       Beneficially
Name and Address of Beneficial Owner (1)               Beneficially Owned (16)     Owned (16)
----------------------------------------               -----------------------     ----------

Srini Conjeevaram (2)..................................        4,278,016            48.33%
Kensington Management Group, LLC (3)...................        1,372,000            26.74%
Hambrecht & Quist California (4).......................        1,064,167            20.98%
Redwood Asset Management (5)...........................          833,337            16.04%
Edward J. Quilty (6)...................................          759,740            14.93%
Dolphin Offshore Partners (7)..........................          480,002            10.05%
Guerrilla Partners (8).................................          308,000             6.65%
Stephen T. Wills, CPA, MST (9).........................          288,836             5.98%
John E. Yetter, CPA (10)...............................          128,000             2.70%
James T. O'Brien (11)..................................          124,100             2.63%
William Goodwin (12)...................................          100,000             2.11%
C. Richard Stafford, Esq. (13).........................           60,000             1.28%
Robert C. Cole (14)....................................           35,000              (*)
All directors and officers as a group (9 persons) (15)         7,145,692             (* *)
____________________

(1)  Except as otherwise noted, the address of each of the persons listed is:
     214 Carnegie Center, Suite 100, Princeton, New Jersey 08540.

(2)  Srini Conjeevaram is a General Partner of the Galen III Partnerships. The
     Galen III Partnerships can be reached at: 610 Fifth Avenue, Fifth Floor,
     New York, New York 10020. Includes shares owned by Galen Partners III,
     L.P., Galen Partners International III, L.P. and Galen Employee Fund III,
     L.P. Ownership consists of: 57,000 shares of Common Stock; 125,003 shares
     of Class A Convertible Preferred Stock ("Class A Preferred"); 416,668
     shares of Class B Convertible Preferred Stock ("Class B Preferred");
     619,055 shares of Class C Convertible Preferred Stock ("Class C
     Preferred"); 1,071,346 shares of Class D Convertible Preferred Stock
     ("Class D Preferred"); 550,003 warrants to purchase Common Stock
     exercisable at $0.75 per share ("Class E Warrants"); 1,309,441 warrants to
     purchase common stock exercisable at $0.50 per share ("Class F Warrants");
     and exercisable options to purchase 129,500 shares of Common Stock. No
     additional options to purchase Common Stock will become exercisable within
     60 days of February 28, 2003.

(3)  Richard J. Keim is a Managing Director of Kensington Management Group, LLC.
     Kensington Management Group, LLC can be reached at: 200 Park Avenue, New
     York, New York 10016. Includes shares owned by Kensington Partners L.P.,
     Kensington Partners II L.P., Bald Eagle Fund Ltd., Peter Orthwein Managed
     Account and Peter Orthwein Family Trust. Ownership consists of: 872,000
     shares of Common Stock, 440,000 Class E Warrants and exercisable options to
     purchase 60,000 shares of Common Stock. No additional options to purchase
     Common Stock will become exercisable within 60 days of February 28, 2003.

(4)  Hambrecht & Quist California can be reached at: One Bush Street, San
     Francisco, California 94104. Ownership consists of: 624,167 shares of
     Common Stock and 440,000 Class E Warrants.

(5)  Redwood Asset Management can be reached at: Ovre Ullorn Terrasse 32, 0358
     Oslo, Norway. Ownership consists of: 270,001 shares of Common Stock;
     100,000 shares of Class C Preferred; 133,334 shares of Class D Preferred;
     and 330,002 Class E Warrants.

(6)  Ownership consists of: 301,684 shares of Common Stock; 220,001 Class E
     Warrants; and exercisable options to purchase 238,055 shares of Common
     Stock. No additional options to purchase Common Stock will become
     exercisable within 60 days of February 28, 2003.

(7)  Dolphin Offshore Partners can be reached at: 129 East 17th Street, New
     York, New York 10003. Ownership consists of: 333,334 shares of Common Stock
     and 146,668 Class E Warrants.

(8)  Guerrilla Partners can be reached at: 237 Park Avenue, New York, New York
     10017. Includes shares owned by Guerrilla Partners and Guerrilla IRA
     Partners. Ownership consists of: 308,000 shares of Common Stock.

(9)  Ownership consists of: 85,668 shares of Common Stock; 58,668 Class E
     Warrants; and exercisable options to purchase 144,500 shares of Common
     Stock. No additional options to purchase Common Stock will become
     exercisable within 60 days of February 28, 2003.

(10) Ownership consists of: 20,000 shares of Common Stock; and exercisable
     options to purchase 108,000 shares of Common Stock. No additional options
     to purchase Common Stock will become exercisable within 60 days of February
     28, 2003.

(11) Ownership consists of: 41,600 shares of Common Stock; and exercisable
     options to purchase 82,500 shares of Common Stock. No additional options to
     purchase Common Stock will become exercisable within 60 days of February
     28, 2003.

(12) Ownership consists of exercisable options to purchase 100,000 shares of
     Common Stock. No additional options to purchase Common Stock will become
     exercisable within 60 days of February 28, 2003.

(13) Ownership consists of exercisable options to purchase 60,000 shares of
     Common Stock. No additional options to purchase Common Stock will become
     exercisable within 60 days of February 28, 2003.

(14) Ownership consists of exercisable options to purchase 35,000 shares of
     Common Stock. No additional options to purchase Common Stock will become
     exercisable within 60 days of February 28, 2003.

(15) Ownership consists of: an aggregate of 7,145,692 shares of Common Stock,
     Class A Preferred, Class B Preferred, Class C Preferred, Class D Preferred,
     Class E Warrants, Class F Warrants and options currently exercisable and
     exercisable within 60 days of February 28, 2003 to purchase shares of
     Common Stock.

(16) The number of shares beneficially owned and the percent beneficially owned
     by each entity or individual assume the exercise of all exercisable options
     (including those that would be exercisable within 60 days of February 28,
     2003), the exercise of all warrants and the conversion into Common Stock of
     all Convertible Preferred Stock owned by such entity or individual. The
     percent beneficially owned is a fraction the numerator of which is the
     number of shares of Common Stock beneficially owned by each entity or
     individual and the denominator of which is the number of outstanding shares
     of Common Stock plus the number of shares of Common Stock which would be
     issued upon exercise by the subject entity or individual of its/his/her own
     options and warrants and the conversion into Common Stock of its/his/her
     own Convertible Preferred Stock. This method of computing the percent
     beneficially owned results in the aggregate ownership percentages exceeding
     100%.

(*)  Less than one percent
(**) In excess of 100 percent. See note 16.

Exhibit
Number                                                   Description
------                                                   -----------

3.1                  Articles of Incorporation effective June 3, 1996 (previously filed as Exhibit B to the
                        Company's Proxy Statement filed on April 23, 1996 and incorporated herein by
                        reference).
3.2                  Amendment to the Articles of Incorporation effective February 10, 1998 (previously
                        filed as Exhibit A to the Company's Proxy Statement filed on December 22, 1997 and
                        incorporated herein by reference).
3.3                  Amendment to the Articles of Incorporation effective October 20, 1998 (previously filed
                        as Exhibit A to the Company's Proxy Statement filed on August 14, 1998 and
                        incorporated herein by reference).
3.4                  Amendment to the Articles of Incorporation effective May 26, 1999 (previously filed as
                        Exhibit A to the Company's Proxy Statement filed on April 13, 1999 and incorporated
                        herein by reference).
3.5                  Amendment to the Articles of Incorporation effective August 2, 1999 (previously filed
                        as Exhibit 3 to the Company's Form 8-K filed on August 6, 1999 and incorporated
                        herein by reference).
3.6                  Certificate of Designations, Voting Powers, Preferences and Rights of the Series of
                        Preferred Stock of Derma Sciences, Inc. to be Designated Series C Convertible
                        Preferred Stock (previously filed as Exhibit 10.05 to the Company's Form 8-K filed
                        on August 20, 1999 and incorporated herein by reference).
3.7                  Certificate of Designations, Voting Powers, Preferences and Rights of the Series of
                        Preferred Stock of Derma Sciences, Inc. to be Designated Series D Convertible
                        Preferred Stock (previously filed as Exhibit 10.05 to the Company's Form 8-K filed
                        on January 10, 2000 and incorporated herein by reference).
3.8                  Bylaws effective May 14, 1997 (previously filed as Exhibit 3.1 to the Company's Form
                        10-QSB filed on August 15, 1997 and incorporated herein by reference).
10.01                Agreement and Plan of Merger dated December 27, 1999 by and among Derma Sciences, Inc.
                        and Genetic Laboratories Wound Care, Inc. (previously filed as Exhibit 10.01 to the
                        Company's Form 8-K filed on January 10, 2000 and incorporated herein by reference).
10.02                Asset Purchase Agreement and amendments thereto, dated June 28, 2002, July 12, 2002 and
                        July 18, 2002, by and between Derma Sciences, Inc. and Dumex Medical, Inc.
                        (previously filed as Exhibits 2.01, 2.02, and 2.03 to the Company's Form 8-K filed
                        on September 10, 2002 and incorporated herein by reference)
10.03*               Senior Management Stock Option Agreement, dated April 30, 1997, between the Company and
                        Edward J. Quilty (previously filed as Exhibit 10.05 to the Company's Form 8-K filed
                        on May 6, 1997 and incorporated herein by reference).
10.04*               Employment Agreement, dated November 26, 2002, between the Company and Robert C. Cole
                        (previously filed as Exhibit 10.01 to the Company's Form 8-K filed on December 30,
                        2002 and incorporated herein by reference).
10.05*               Employment Agreement, dated July 23, 2002, between the Company and William M. Goodwin.
10.06*               Stock Option Agreement, dated July 23, 1997, between the Company and Stephen T. Wills,
                        CPA, MST (previously filed as Exhibit 10.01 to the Company's Form 10-QSB filed on
                        August 15, 1997 and incorporated herein by reference).
10.07*               Senior Management Stock Option Agreement, dated April 30, 1997, between the Company and
                        John T. Borthwick (previously filed as Exhibit 10.06 to the Company's Form 8-K filed
                        on May 6, 1997 and incorporated herein by reference).

10.08                Stock Option Agreement dated October 29, 1998 by and between Derma Sciences, Inc. and
                        Martha A. Crimmins (previously filed as Exhibit 10.02 to the Company's Form 8-K
                        filed on November 13, 1998 and incorporated by reference).
10.09                Revolving Credit, Term Loan and Security Agreement dated April 30, 2002 by and between
                        CapitalSource Finance LLC and the Company (previously filed as Exhibit 10.01 to the
                        Company's Form 8-K filed on May 22, 2002).
10.10                Lease Agreement, dated January 5, 1994, between James S. Reid, Frances S. Reid and Joan
                        R. Milburn and Sunshine Products, Inc. (previously filed as Exhibit 10.38 to the
                        Company's Form 10-KSB filed on March 31, 1999 and incorporated herein by reference).
10.11                Lease Agreement, dated July 1, 1997, between the Company and Cross Creek Pointe
                        (previously filed as Exhibit 10.44 to the Company's Form 10-KSB filed on March 31,
                        1998 and incorporated by reference).
10.12                Lease Agreement, dated September 1, 1993, between the Company and Mariotti Building
                        Products (previously filed as Exhibit 10.51 to the Company's Registration Statement
                        filed on Form SB-2, No. 33-52246-NY, declared effective on May 13, 1994 and
                        incorporated herein by reference).
10.13                Sales Agreement, dated June 4, 1999, between the Company and Beverly Enterprises, Inc.
                        (previously filed as Exhibit 10.01 to the Company's Form 8-K filed on June 11, 1999
                        and incorporated herein by reference.)
10.14                Generic Products Agreement, dated September 29, 1997, between the Company and
                        Innovative Technologies Ltd. (previously filed as Exhibit 10.01 to the Company's
                        Form 10-QSB filed on November 10, 1997 and incorporated herein by reference).
10.15                Private Label Agreement, dated September 29, 1997, between the Company and Innovative
                        Technologies Ltd. (previously filed as Exhibit 10.02 to the Company's Form 10-QSB
                        filed on November 10, 1997 and incorporated herein by reference).
10.16                Manufacturers Agreement, dated August 25, 1992, between the Company and TapeMark
                        Company (previously filed as Exhibit 10.50 to the Company's Form 10-KSB filed on
                        March 31, 1999 and incorporated herein by reference).
10.17*               Stock Option Plan, dated July 18, 1991 (previously filed as Exhibit 10.01 to the
                        Company's Registration Statement and incorporated herein by reference).
10.18*               Stock Option Plan Amendment, dated January 14, 1994 (previously filed as Exhibit 10.02
                        to the Company's Registration Statement and incorporated herein by reference).
10.19*               Stock Option Plan Amendment, dated November 21, 1995 (previously filed as Exhibit 10.03
                        to the Company's Form 10-KSB filed on March 31, 1996 and incorporated herein by
                        reference).
10.20*               Stock Option Plan Amendment, dated July 14, 1998 (previously filed as Appendix C to the
                        Company's Registration Statement on Form S-4 filed July 17, 1998 and incorporated
                        herein by reference).
10.21*               The Company's 401(k) Plan, dated June 30, 1995 (previously filed as Exhibit 10.56 to
                        the Company's Form 10-KSB filed on March 31, 1996 and incorporated herein by
                        reference).
10.22*               401(k) Plan Amendment, dated January 1, 2000 (previously filed as Exhibit 10.28 to the
                        Company's Form 10-KSB/A-1 filed on August 10, 2001 and incorporated herein by
                        reference).
10.23*               Employment Agreement, dated February 1, 2000, between the Company and John T. Borthwick
                        (previously filed as Exhibit 10.29 to the Company's Form 10-KSB/A-1 filed on August
                        10, 2001 and incorporated herein by reference).
10.24*               Stock Option Agreement, dated August 28, 2000, between the Company and John E. Yetter,
                        CPA (previously filed as Exhibit 10.31 to the Company's Form 10-KSB/A-1 filed on
                        August 10, 2001 and incorporated herein by reference).
10.25                Purchase Agreement, dated July 18, 2000, between the Company and Edward J. Quilty,
                        Kensington Management Group, LLC, Dolphin Offshore Partners and Redwood Asset
                        Management (previously filed as Exhibit 10.01 to the Company's Form 8-K/A filed
                        August 14, 2000 and incorporated by reference).

10.26                Registration Rights Agreement, dated July 18, 2000, between the Company and Edward J.
                        Quilty, Kensington Management Group, LLC, Dolphin Offshore Partners and Redwood
                        Asset Management (previously filed as Exhibit 10.02 to the Company's Form 8-K/A
                        filed August 14, 2000 and incorporated by reference).
10.27                Warrant Agreement, dated July 18, 2000, between the Company and Edward J. Quilty,
                        Kensington Management Group, LLC, Dolphin Offshore Partners and Redwood Asset
                        Management (previously filed as Exhibit 10.03 to the Company's Form 8-K/A filed
                        August 14, 2000 and incorporated by reference).
10.28                Distribution Agreement, dated July 13, 2000, between the Company and Merit Medical
                        Systems, Inc. (previously filed as Exhibit 10.01 to the Company's Form 8-K filed
                        August 1, 2000 and incorporated by reference).
10.29*               Employment Agreement, dated June 1, 2001, between the Company and Edward J. Quilty
                        (previously filed as Exhibit10.01 to the Company's Form 8-K filed June 13, 2001 and
                        incorporated herein by reference).
10.30*               Employment Agreement, dated May 22, 2001, between the Company and John E. Yetter, CPA
                        (previously filed as Exhibit10.02 to the Company's Form 8-K filed June 13, 2001 and
                        incorporated herein by reference).
10.31                Bond Amendment Agreement, dated January 5, 2001 between the Company and Galen Partners
                        III, L.P., Galen Partners International III, L.P. and Galen Employee Fund III, L.P.
                        (previously filed as Exhibit 10.01 to the Company's Form 8-K filed March 19, 2001
                        and incorporated herein by reference).
10.32                Purchase Agreement, dated February 28, 2002 relative to the private placement of
                        securities (previously filed as Exhibit 10.01 to the Company's Form 8-K filed on
                        March 6, 2002 and incorporated herein by reference).
10.33                Registration Rights Agreement, dated February 28, 2002 relative to the private
                        placement of securities (previously filed as Exhibit 10.02 to the Company's Form 8-K
                        filed on March 6, 2002 and incorporated herein by reference).
10.34                Offer of Finance dated July 23, 2002 relative to financing by the Company of the
                        purchase of the assets of Dumex Medical Inc. through the Laurentian Bank of Canada
                        (previously filed as Exhibit 10.01 to the Company's Form 8-K filed on September 10,
                        2002 and incorporated herein by reference).
10.35                Guarantee of Dumex Medical Canada Inc. dated on or about August 26, 2002 of
                        indebtedness of the Company to CapitalSource Finance LLC (previously filed as
                        Exhibit 10.02 to the Company's Form 8-K filed on September 10, 2002 and incorporated
                        herein by reference).
10.36                Guarantee of the Company dated on or about August 26, 2002 of indebtedness of Dumex
                        Medical Canada Inc. to the Laurentian Bank of Canada (previously filed as Exhibit
                        10.03 to the Company's Form 8-K filed on September 10, 2002 and incorporated herein
                        by reference).
10.37                Guarantee of the subsidiary of the Company, Sunshine Products, Inc., dated on or about
                        August 26, 2002 of indebtedness of Dumex Medical Canada Inc. to the Laurentian Bank
                        of Canada (previously filed as Exhibit 10.04 to the Company's Form 8-K filed on
                        September 10, 2002 and incorporated herein by reference).
10.38                Security Agreement of the Company dated on oar about August 26, 2002 pledging
                        collateral to secure its guarantee of indebtedness of Dumex Medical Canada Inc. to
                        the Laurentian Bank of Canada (previously filed as Exhibit 10.05 to the Company's
                        Form 8-K filed on September 10, 2002 and incorporated herein by reference).
10.39                Security Agreement of the subsidiary of the Company, Sunshine Products, Inc., dated on
                        or about August 26, 2002 collateral to secure its guarantee of indebtedness of Dumex
                        Medical Canada Inc. to the Laurentian Bank of Canada (previously filed as Exhibit
                        10.06 to the Company's Form 8-K filed on September 10, 2002 and incorporated herein
                        by reference).
10.40                Security Agreement of Dumex Medical Canada Inc. dated on or about August 26, 2002
                        pledging collateral to secure its guarantee of indebtedness of the Company to
                        CapitalSource Finance, LLC (previously filed as Exhibit 10.07 to the Company's Form
                        8-K filed on September 10, 2002 and incorporated herein by reference).

10.41                Bond Conversion Agreement, dated January 7, 2002, between the Company and Galen
                        Partners III, Galen Partners International III, Galen Employee Fund III (previously
                        filed as Exhibit 10.01 to the Company's Form 8-K filed on March 7, 2002 and
                        incorporated herein by reference).
10.42                Code of ethics applicable to the Company's principal executive officer, principal
                        financial officer and principal accounting officer.
21                   Information relative to subsidiaries.
23.1                 Consent of Ernst & Young LLP.
99.1                 Certification of Principal Executive Officer pursuant to U.S.C. Section 1350 regarding
                        this Form 10-KSB for the year ended December 31, 2002
99.2                 Certification of Principal Financial Officer pursuant to U.S.C. Section 1350 regarding
                        this Form 10-KSB for the year ended December 31, 2002
__________________
*  Management contract or compensatory plan.